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AMENDED AND RESTATED
2001 NONSTATUTORY INCENTIVE PLAN
ADOPTED MARCH 21, 2001
AMENDED MARCH 13, 2002
(a) Eligible Stock Award Recipients. Only Eligible Participants may receive Stock Awards under this Plan.
(b) Available Stock Awards. The purpose of the Plan is to provide a means by which Eligible Participants may be given
an opportunity to benefit from increases in value of the Common Stock through the granting of the following Stock Awards:
(i) Nonstatutory Stock Options, (ii) stock bonuses and (iii) rights to acquire restricted stock.
(c) General Purpose. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to
receive Stock Awards, to secure and retain the services of new members of this group and to provide incentives for such
persons to exert maximum efforts for the success of the Company and its Affiliates.
(a) "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter
existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.
(b) "Board" means the Board of Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as amended.
(d) "Committee" means a committee of one or more members of the Board appointed by the Board in accordance with
(e) "Common Stock" means the common stock of the Company.
(f) "Company" means Valentis, Inc., a Delaware corporation.
(g) "Consultant" means any person, including an advisor, (i) engaged by the Company or an Affiliate to render
consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of
an Affiliate. However, the term "Consultant" shall not inclu